Financial Analysis

NOTE 9 COMMITMENTS AND CONTINGENCIES Litigation Michael Trepeta, a former Co-CEO and director of the Company, filed a lawsuit against the Company and its subsidiary, Mobiquity Networks in April 2023 in the New York State Supreme Court, Nassau County. The claims stem from a Separation Agreement and Release that Mr. Trepeta and the Company entered into in April 2017 which terminated Mr. Trepetas employment agreement and discontinued his employment and directorship with the Company, among other things, by mutual agreement. Mr. Trepeta also gave the Company a release in the Separation Agreement and Release. Mr. Trepeta has claimed that the Company fraudulently induced him to enter into the Separation Agreement and Release; that the Company breached Mr. Trepetas employment agreement; and that the Company breached its covenant of good faith and fair dealing and its fiduciary duty. Mr. Trepeta is claiming not less than $2.5 million in damages. Based on the Companys initial internal review of the situation, the Company believed that the claims lack merit and vigorously defend same. In December 2023, the Company was notified that its motion to dismiss Mr. Trepetas action was granted but Mr. Trepeta has filed a notice of appeal. In September of 2025, the Company was notified that Mr. Trepetas appeal was denied, and the court has dismissed the case. …

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NOTE 7 STOCK OPTION PLANS AND WARRANTS The Company maintains multiple stock-based compensation plans (collectively, the Plans), including legacy plans under which certain awards may remain outstanding. The Companys primary plan is the 2023 Employee Benefit and Consulting Services Compensation Plan (the 2023 Plan), which was approved by the Board of Directors on December 19, 2023. The 2023 Plan is substantially similar to prior plans but provides for a larger share reserve and continued flexibility in granting equity-based awards. The 2023 Plan was amended in October 2024 and December 2025 to increase the number of shares available for issuance to 6,000,000 shares. In addition, the Company adopted the 2023 Equity Participation Plan (the 2023 EP Plan), which was approved by the Board of Directors on April 17, 2023 and by stockholders on May 15, 2023. The 2023 EP Plan authorizes the issuance of up to 166,667 shares and allows for the grant of restricted unit awards. On October 8, 2024, the Board approved an increase in the number of shares available under the 2023 Plan from 2,000,000 to 4,000,000 shares and granted 1,725,000 non-statutory stock options with a five -year term, immediately exercisable, at an exercise price of $ 2.45 per share to certain officers, directors, employees, and consultants. On December 31, 2025, the Board approved a further increase in the number of shares available under the 2023 Plan from 4,000,000 to 6,000,000 shares and granted 1,500,000 non-statuto …

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NOTE 5 INCOME TAXES The components of income tax expense (benefit) from continuing operations for the years ended December 31, 2025 and 2024, are as follows: Schedule of federal, state and foreign income tax provisions 2025 2024 Current income tax expense (benefit): Federal $ $ (84,000 ) State Foreign Total current income taxes $ $ (84,000 ) Deferred income tax expense (benefit): Federal $ 3,571,000 $ 983,000 State Foreign Total deferred income taxes 3,571,000 983,000 Change in valuation allowance (3,571,000 ) (983,000 ) Income tax expense (benefit) $ $ The Company recorded no current or deferred income tax benefit for the years ended December 31, 2025, primarily due to losses and a full valuation allowance on deferred tax assets. The Company adopted ASU 2023-09 on January 1, 2025, on a prospective basis. Accordingly, the enhance income tax disclosures required under the ASU are presented only for the year ended December 31, 2025. Prior period amounts have not been recast and are therefore not comparable. The Company has federal net operating loss carryforwards (NOL) of approximately $ 68,923,000 and $ 64,530,000 at December 31, 2025 and 2024, respectively. Approximately $ 38,401,000 of the federal NOL recorded in tax years beginning prior to January 1, 2028 is subject to a 20 year carryforward, with a portion expiring in 2026. Approximately $ 30,521,000 of the federal NOL recorded in tax years beginning January 1, 2028 and after has an indefinite carryforward period, subject …

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NOTE 4 DEBT Related Party - Salkind Loans During 2024, the Company entered into five individual short-term unsecured loans with Dr. Gene Salkind, the Companys Board Chair, as well as individuals related to Dr. Salkind, for working capital purposes (2024 Salkind Loans). Total gross borrowings under the 2024 Salkind Loans were $ 250,000 , were issued with a total of $ 11,500 in Original Issue Discount (OID), and payable on demand. Interest associated with the 2024 Salkind Loans ranged from non-interest bearing to 10% per annum , and included a conversion feature whereas the lenders had the option to convert the principal and OID into shares of the Companys common stock at a rate of $ 0.50 per share. On December 30, 2024, a total of $ 250,000 in debt principal and $ 11,500 in OID under the 2024 Salkind Loans was converted into a total of 523,000 shares of common stock, in full settlement of obligations outstanding under the 2024 Salkind Loans. The Company recognized $ 11,500 in interest expense under the 2024 Salkind Loans related to amortization of the OID for the year ended December 31, 2024. During 2025, the Company entered into two additional individual short-term unsecured loans with Dr. Salkind for additional working capital purposes (2025 Salkind Loans). Total gross borrowings under the 2025 Salkind Loans were $ 275,000 and were issued with an OID of $ 25,000 , along with 25,000 shares of restricted common stock valued at $ 31,250 , for a total debt discount recorded of $ …

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Recently Issued Accounting Pronouncements Not Yet Adopted In November 2024, the FASB issued ASU-2024-03, In come StatementReporting Comprehensive IncomeExpense Disaggregation Disclosures (Topic 220): Disaggregation of Income Statement Expenses (ASU No. 2024-03). The ASU requires additional disclosures of the nature of the expenses included in the income statement, including disaggregation of the expense captions presented on the consolidated statements of operations into specific categories. ASU No. 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027 and allows for adoption on a prospective basis, with a retrospective option. Early adoption is permitted. The Company is currently evaluating the impact of ASU No. 2024-03 on the consolidated financial statement disclosures. In December 2024, the FASB issued ASU 2024-04, DebtDebt with Conversion and Other Options (Subtopic 470-20) and Derivatives and HedgingContracts in Entitys Own Equity (Subtopic 815-40) (ASU No. 2024-04). The ASU updates the accounting and disclosure requirements for certain convertible debt instruments and contracts in an entitys own equity, including clarifying guidance related to classification, measurement, and related disclosures. ASU No. 2024-04 is effective for fiscal years beginning after December 15, 2026, and for interim periods within those fiscal years. The ASU allows for adoption on either a modified retrospective or fu …

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NOTE 10 SEGMENT REPORTING The services segment derives revenues from customers by providing access to its advertising technology applications, or by providing advertising technology campaign management services utilizing the Companys technology applications. The accounting policies of the services segment are the same as those described in the summary of significant policies herein. The Chief Operating Decision Maker (CODM), which is the Companys CEO, Dean Julia, assesses performance for the services segment and decides how to allocate resources based on net income or loss that also is reported on the statement of operations as consolidated net income or loss. The measure of segment assets is reported on the balance sheet as total consolidated assets. The CODM uses results of operations to evaluate income generated from segment assets (return on assets) in deciding whether to reinvest into the services segment or into other parts of the entity. The technology used in the customer arrangements is based on a single software platform utilized by customers or the Company in a similar manner. The following table presents information about the Companys services segment, including revenues, segment profit or loss before income taxes, and significant segment expenses for the years ended December 31, 2025 and 2024: Schedule of segment financial information 2025 2024 Revenues $ 112,316 $ 2,085,471 Less: cost of revenues 88,305 1,123,849 Gross profit 24,011 961,622 Less: other expenses …

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NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) and include the accounts of the Company and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. Business Segments and Concentrations The Company uses the management approach to identify its reportable segments. The management approach requires companies to report segment financial information consistent with information used by management for making operating decisions and assessing performance as the basis for identifying the Companys reportable segments. The Company manages its business as a single reporting segment (services) and the chief operating decision maker (CODM) is the Companys Chief Executive Officer. Customers in the United States accounted for 100% of our revenues. We do not have any property or equipment outside of the United States. Use of Estimates The preparation of the Companys consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could dif …

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NOTE 6 STOCKHOLDERS EQUITY The Companys authorized capital stock consists of 105,000,000 shares, comprised of 100,000,000 shares of common stock, per share par value $ 0.0001 , and 5,000,000 shares of preferred stock, per share par value $ 0.0001 . Of the 5,000,000 shares of preferred stock authorized, the Board of Directors has designated the following: 1,500,000 shares as Series AA Preferred Stock, none outstanding 1,250,000 shares as Series AAA Preferred Stock, 31,413 shares outstanding 1,250 shares as Series AAAA Preferred Stock, none outstanding 1,500 shares as Series C Preferred Stock, none outstanding 2 shares as Series B Preferred Stock: none outstanding 70,000 shares as Series E Preferred Stock, 61,688 shares outstanding One share of Series F Preferred Stock, none outstanding 300,789 shares of Series G Preferred Stock, none outstanding 770,000 shares of Series H Preferred Stock, none outstanding Rights Under Preferred Stock The Companys classes of preferred stock include the following provisions: Optional Conversion Rights of Preferred Stock Series AA one share convertible into 3.33 shares of common stock Series AAA one share convertible into 0.0167 shares of common stock Series C one share convertible into 6,667 shares of common stock Series E one share convertible into 0.0167 shares of common stock (calculated by taking one share at a rate of its Stated Value, as defined, divided by $0.08, convertible commencing January 31, 2020, and further adjusted by dividing th …

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NOTE 11 SUBSEQUENT EVENTS Debt Issuances On January 14, 2026, the Company issued a convertible promissory note in the principal amount of $258,750, including Original Issue Discount (OID) of $33,750 to an unrelated third-party (January 2026 Note). The January 2026 Note also includes a one-time interest charge on the Principal Amount of $25,875 based on a rate of 10% per annum, due at the Issue Date. Principal and OID on the January 2026 Note is payable in cash in various monthly amounts commencing in July 2026 until maturity date in January 2027. The Company paid approximately $19,000 in issuance costs, recorded as debt discount along with the OID. Solely at the option of the Holder, and commencing on the earlier of (i) the date that an Event of Default occurs or (ii) the date the Company fails to pay amounts payable under the repayment terms of the January 2026 Note, all amounts outstanding are convertible into shares of the Companys common stock, at a conversion price equal to 65% of the lowest trading price of the Companys common stock during the ten trading days prior to the conversion date. On January 28, 2026, the Company entered into an agreement for the purchase and sale of future receivables (January 2026 Merchant Agreement) with a financial institution in exchange for $270,000 in funding. Approximately $167,000 of the funding was used to payoff principal and interest owed under the August 2025 Merchant Agreement discussed in Note 4. The new funding is to be repaid t …

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